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Scheme of Delegation - Governance

Management log

Document name Scheme of Delegation - Governance Author Alison Ingram, Company Secretary

Date approved 4 May 2017 – approved by Nova Board of Directors

Date issued 4 May 2017

Date of review May 2019

Reviewer Company Secretary

Document history

Version Date authored Author Date approved Date issued

V1 13 April 2017 Alison Ingram

V2 4 May 2017 Alison Ingram 4 May 2017 4 May 2017

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Introduction

The Nova Education Trust Board of Directors (Trustees) are accountable in law for all major

decisions about their academies.

This scheme of delegation is the key document defining the lines of responsibility and

accountability in our trust. It is a simple yet systematic way of ensuring that the Members, Directors

(Trustees), Executive Leaders, Governors and Heads of School/Head Teachers are all clear about

their roles and responsibilities. This overarching scheme of delegation for all decision making in the

trust should not be confused with the written scheme of delegation of financial powers referred to

in the Academies Financial Handbook.

Some governing bodies joining a new trust assume that they will continue to function as they did

when they were a governing body of a maintained school. However, even if on joining they are

known as the Local Governing Body (LGB), this body will in fact be a committee appointed by the

NET Board, and the Board has the power to appoint and remove committees at any time.

Academy committee functions are likely to be different to those of a maintained school’s

governing body. A detailed yet clear scheme of delegation will prevent confusion arising before

any misunderstanding develops.

This scheme of delegation will:

Promote a culture of honesty and accountability

Ensure the Executive Leaders are clear about which decisions the Nova Education Trust

Board remains in control of

Identify responsibility for the appointment and performance management of the

CEO/Executive Principals and Heads of School/Head Teachers

Ensure that the role of the Executive Leadership is fully understood throughout the trust

Identify responsibility for policy and practice in each academy

Identify responsibility for oversight of educational performance in each academy

Identify responsibility for oversight of each academy’s budget

Identify responsibility for assessment of risk in each academy

The Nova Education Trust Board appoint the chief executive (CEO), to whom it delegates

responsibility for delivery of its vision and strategy, and will hold the CEO to account for the conduct

and performance of the trust, including the performance of the academies within the trust, and for

its financial management.

In turn, the CEO line manages other senior executives and the academies’ Heads of School/Head

Teachers; setting their targets and performance managing them.

The Board delegates some of its school level monitoring and scrutinising functions to academy

LGBs, and uses these committees to promote stakeholder engagement and as a point of

consultation and representation. Directors (Trustees) do not normally sit on academy LGBs, and so

lines of communication to the Board must be clearly established.

As the Head of School/Head Teacher is being line managed by the CEO or delegated executive

leaders, the LGB no longer carries out the governance function of holding the Head of

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School/Head Teacher to account. However, they must be confident that the trust’s performance

management systems are working well, and if not, how they can make the trust aware of their

concerns. To support this aim it is usual for the CEO/Executive Leader to seek input from the Chair of

the LGB when undertaking the Head of School/Head Teacher’s performance management.

A schematic of the governance structures in place within the Trust is provided in Appendix 1.

The role of the Members

The Members of Nova Education Trust are guardians of the governance of the trust and as such

have a different status to Directors (Trustees). Originally they will have been the signatories to the

Memorandum of Association and will have agreed the trust’s first articles of association (the legal

document which outlines the governance structure and how the trust will operate). The Articles of

Association describe how Members are recruited and replaced, and how many of the Directors

(Trustees) the Members can appoint to the Nova Education Trust Board. The members may appoint

by ordinary resolution up to 10 Directors (Trustees). The University of Nottingham may appoint up to

two Directors (Trustees), the Samworth Foundation may appoint up to one Director (Trustee). A

minimum of two Parent Directors (Trustees) must be elected or appointed in the event that no LGB

bodies are established.

The Members appoint Directors (Trustees) to ensure that the trust’s charitable object is carried out

and so must be able to remove Directors (Trustees) if they fail to fulfil this responsibility. Accordingly,

the Trust Board submits an annual report on the performance of the Trust to the Members. Members

are also responsible for approving any amendments made to the Trust’s Articles of Association.

There must be at least three members, although the DfE prefer at least five, and while members are

permitted to be appointed as Directors (Trustees), in order to retain a degree of separation of

powers between the members and the trust board, and in line with DfE expectations, not all

members should be Directors (Trustees). Members are not permitted to be employees of the

academy trust. Currently only the Chair of the Nova Education Trust Board is a Member.

The role of the Directors (Trustees)

Nova Education Trust is a charitable company and so Directors (Trustees) are both Charity Directors

(Trustees) (within the terms of section 177(1) of the Charities Act 2011) and Company Directors

(Trustees). Because Directors (Trustees) are bound by both charity and company law, the terms

‘Trustees’ and ‘Directors’ are often used interchangeably. From this point on in this document

Trustees will be referred to only as Directors.

The Directors are responsible for the general control and management of the administration of the

trust, and in accordance with the provisions set out in the Memorandum and Articles of Association

and its Funding Agreement, it is legally responsible and accountable for all statutory functions, for

the performance of all schools within the trust, and must approve a written scheme of delegation

of financial powers that maintains robust internal control arrangements. In addition it must carry out

the three core governance functions:

1. Ensure clarity of vision, ethos and strategic direction

2. Hold the executive to account for the educational performance of the trust’s schools

and their pupils, and the performance management of staff

3. Oversee the financial performance of the trust and make sure its money is well spent

The Board of Directors has the right to review and adapt its governance structure at any time which

includes removing delegation.

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The role of Nova Education Trust Board Committees

The directors may establish committees to carry out some of its governance functions which may

include making decisions, although any decisions made will be deemed decisions of the trust board.

Subject to the Articles of Association the Directors:

may appoint committees to be known as Local Governing Bodies (LGB) for each Academy;

and

may establish any other committee

The constitution, membership and proceedings of any committee shall be determined by the

Directors. The establishment, terms of reference, constitution and membership of any committee of

the Directors shall be reviewed at least every twelve months. The membership of any committee for

the Directors may include persons who are not Directors, provided that (with the exception of LGBs)

a majority of members of any such committee shall be Directors. Except in the case of an LGB, no

vote on any matter shall be taken at a meeting of a committee of the Directors unless the majority

of members of the committee present are Directors.

The Directors shall ensure that any LGB shall include at least two Parent Local Governors.

The functions, duties and proceedings of the LGB or committees shall be subject to regulations

made by the Directors from time to time. LGBs may be established solely for the purpose of fulfilling

an advisory function to the Nova Education Trust Board.

It is usual for the board to appoint board committee chairs and committee members according to

their skills.

The Academies Financial Handbook 2016 makes it clear that the directors ‘should have a finance

committee to which the board delegates financial scrutiny and oversight’. In trusts with income

above a certain level, there must also be a separate audit committee.

The role of the Chief Executive Officer (CEO)

The CEO has the delegated responsibility for the operation of the trust including the performance

of the trust’s academies and so the CEO/Vice CEO’s performance manages the academy Heads

of School/Head Teachers. As there is the delegation of some governance functions to LGBs, it is

usual for the CEO/Executive Leader to seek input from the Chair of the LGB when undertaking the

Head of School/Head Teacher’s performance management.

The CEO is the accounting officer so has overall responsibility for the operation of the academy

trust’s financial responsibilities and must ensure that the organisation is run with financial

effectiveness and stability; avoiding waste and securing value for money.

The CEO leads the executive management team of the academy trust. The CEO will delegate

executive management functions to the executive management team and is accountable to the

Nova Education Trust Board for the performance of the executive management team.

The role of the LGBs

As outlined above the Directors may establish LGBs to carry out some of its school level governance

functions, although as Directors are not required to sit on academy committees, decision making is

limited. Usually the Directors will appoint the Chair, and ensure that two parents are elected to the

academy committee.

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Members of the LGB shall be known as governors.

The Directors have the right to appoint such persons to the LGB as they shall determine from time to

time. Subject to this the governorship of the LGB shall be compromised as follows:-

a) The Head of School/Head Teacher

b) 1 staff governor (elected)

c) 2 parents governors (elected)

d) Any persons appointed by the Directors as sponsor (trust) governors.

Typically, delegated functions may include:

Building an understanding of how the school is led and managed

Monitoring whether the school is:

– Working within agreed policies

– Is meeting the agreed targets

– Managing its finances well

Engaging with stakeholders

Being a point of consultation and representation

Reporting to the Board

As a committee of the Board, delegation can be removed at any time.

During an Ofsted Inspection:

Inspectors will always seek to meet those responsible for governance during the inspection

The contribution of governors to the school’s performance is evaluated as part of the

judgement on the ‘effectiveness of leadership and management’

Inspectors will expect governors to know about the strengths and weaknesses of the school.

Inspectors will expect school governors to be familiar with, and understand, performance

data, including the information that the school data dashboard presents for their school

In making the judgement on the ‘effectiveness of leadership and management’, inspectors

will consider the leaders’ and governors’ vision and ambition for the academy and how

these are communicated to staff, parents and pupils

Further information on the role of governors can be found in the Nova document entitled Terms of

Reference for Local Governing Body Meetings.

The role of the City and County Advisory Groups

The Advisory Group’s membership consists of:

Chairs of LGBs

Heads of School/Head Teachers

Directors

Other co-opted specialist advisors

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Their main remit will be focused on raising critical awareness of emerging issues linked to

training and support.

The role of the Executive Head

The Executive Head provides counsel and advice to the Head of School/Head Teacher in order to

secure the appropriate direction and momentum for change. Equally they are able to add

strategic capacity where need is identified. The Executive Head maintains a particular focus on

attainment and progress to ensure this agenda is secure and assists with preparing for external

monitoring.

The role of the Head of School/Head Teacher

The Head of School/Head Teacher is responsible for the day to day management of the academy

and is managed by the Chief Executive Officer and/or Executive Principal but reports to the LGB on

matters which have been delegated to it which may include an element of monitoring and

scrutiny of the school’s management processes.

Scheme of Delegation

Key

Column 1: Members

Column 2: Board of Directors (Trustees)

Column 3: Chief Executive Officer

Column 4: Local Governing Body

Column 5: Executive Head

Column 7: Head of School/Head Teacher

Blue box Function cannot be legally carried out at this level.

Action to be undertaken at this level

Action to be undertaken at this level

A Provide advice and support to those accountable for decision making

<> Direction of advice and support

Area Decision

Members Trust

Board CEO

Executive

Head

LGB

HoS/HT

People

Members: Appoint/Remove

Directors (Trustees): Appoint/Remove

Role descriptions for members

Role descriptions for directors (trustees)/chair/

specific roles/committee/council members: agree <A

Parent trustee/committee/council member:

elected

Board committee chairs: appoint and remove <A

Academy committee/council chairs: appoint and

remove <A

Clerk to board: appoint and remove

Clerk to academy committee/council: appoint

and remove

Systems

and

structures

Articles of association: review and agree <A <A

Governance structure (committees) for the trust:

establish and review annually <A

Terms of reference for board committees and

scheme of delegation for academy committees:

agree annually

<A

Skills audit: complete and recruit to fill gaps <A> A

Annual self review of trust board and committees:

complete annually

Annual self review of academy

committees/councils: complete annually

Chair’s performance: carry out review periodically

Trustee / academy committee/council member contribution: review annually

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Area Decision

Members Trust

Board CEO

Executive

Head

LGB

HoS/HT

Systems

and

structures

Succession: plan <A> <A <A

Annual schedule of business for trust board: agree <A <A

Annual schedule of business for academy

committee/council: agree A>

<A

<A

Reporting

Publication on trust and schools’ websites of all

required details on governance arrangements:

ensure

<A

<A <A

Annual report on performance of the trust: submit

to members and publish <A

<A

Annual report and accounts including

accounting policies, signed statement on

regularity, propriety and compliance,

incorporating governance statement

demonstrating value for money: submit

<A

Annual report work of academy

committee/council: submit to trust and publish

<A

Being

Strategic

Determine trust wide policies which reflect the

trust's ethos and values (facilitating discussions

with unions where appropriate) including:

admissions; charging and remissions; complaints;

expenses; health and safety, premises

management; data protection and FOI; staffing

policies including capability, discipline, conduct

and grievance: approve

<A

Determine school level policies which reflect the

school's ethos and values to include e.g.

admissions; SEND; safeguarding and child

protection; curriculum; behaviour: approve

<A>

<A>

<A

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Area Decision

Members Trust

Board CEO

Executive

Head

LGB

HoS/HT

Being

Strategic

Central spend / top slice: agree <A

Management of risk: establish register, review and

monitor <A>

<A> <A

Engagement with stakeholders A>

Trust's vision and strategy, agreeing key priorities

and key performance indicators (KPIs) against

which progress towards achieving the vision can

be measured: determine

<A

Schools vision and strategy, agreeing key priorities

and key performance indicators (KPIs) against

which progress towards achieving the vision can

be measured: determine

A>

<A>

Chief executive officer: appoint and dismiss

Academy principal : appoint and dismiss <A <A

Budget plan to support delivery of trust key

priorities: agree <A <A

Budget plan to support delivery of school key

priorities: agree

<A

<A

Trust's staffing structure: agree <A <A

School staffing structure: agree

<A>

<A

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Area Decision

Members Trust

Board CEO

Executive

Head

LGB

HoS/HT

Holding to

account

Auditing and reporting arrangements for matters

of compliance (e.g. safeguarding, H&S,

employment): agree <A>

<A>

<A

Reporting arrangements for progress on key

priorities: agree <A> <A>

<A

Performance management of the Chief Executive

Officer: undertake

Performance management of academy principal

: undertake <A>

<A

Trustee monitoring: agree arrangements

<A

<A>

Academy committee member monitoring: agree

arrangements

A> <A

Academy committee overall performance

monitoring: agree arrangements <A

<A

Ensuring

financial

probity

Appoint Chief financial officer for delivery of trusts

detailed accounting processes <A

Trust's scheme of financial delegation: establish

and review <A <A>

School's scheme of financial delegation: establish

and review <A <A>

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Area Decision

Members Trust

Board CEO

Executive

Head

LGB

HoS/HT

Ensuring

financial

probity

External auditors' report: receive and respond <A A

CEO pay award: agree

Academy principal pay award: agree <A <A

Staff appraisal procedure and pay progression:

review and agree <A>

<A

Benchmarking and trust wide value for money:

ensure robustness <A

Benchmarking and academy value for money:

ensure robustness <A>

<A

Develop trust wide procurement strategies and

efficiency savings programme

<A

Review and approve trust wide procurement

strategies and efficiency savings programme

<A

Appendix 1